The inside story of the film is a classic tale of a prodigy tempted to excess by Hollywood megabudgets and the commercial potential of boldface names. But in the end, Aronofsky's determination to reinvent sci-fi without CGI helped save The Fountain and his own indie soul.

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"EVERYONE IN HOLLYWOOD SAID NO TO THE FOUNTAIN at least once, including the people who eventually made it," Aronofsky told me in May in his cluttered office in Hell's Kitchen. Weisz was three weeks away from having their first child, a boy.

Lanky and rabbinically handsome, the 37-year-old Aronofsky has the unaffected charisma of the hip basketball coach at a Jewish summer camp. He grew up in a close-knit Brooklyn neighborhood just down the boardwalk from Coney Island's Cyclone roller coaster and clanging arcades. The endorphin rushes of the midway are still hard-coded in his memory. "To me, watching a movie is like going to an amusement park," he says. "My worst fear is making a film that people don't think is a good ride."

Aronofsky's first love was not movies but TV. The son of two public school teachers, he would set his alarm at night so he could sneak downstairs and watch The Twilight Zone. Before he was old enough to ride the D train to Greenwich Village, his cinematic exposure was limited to second-run blockbusters at a dilapidated popcorn palace called the 77 Cent Theater. He jokingly attributes The Fountain's convoluted timeline to his family's habit of walking in on the middle of the first feature, staying through the second, then sticking around to catch the beginning of the first.

When he got his first computer, a TRS-80, in grade school, Aronofsky spent weeks making ASCII animations. He traces his career to the moment in 1986 when he saw a lobby card advertising Spike Lee's debut, She's Gotta Have It. Shot in Brooklyn in 15 days for $175,000, it grossed more than $7 million. Lee dubbed his DIY approach "guerrilla filmmaking" – a term Aronofsky eagerly adopted. "I had no idea that this kind of thing was going on until I saw that movie," he says. "It opened my eyes."

A year later he enrolled at Harvard University, where he met many of his future collaborators, including Handel. The cohosts of Aronofsky's college radio show, Jeremy Dawson and Dan Schrecker, became his visual f/x supervisors. While earning his MFA at the American Film Institute in the mid-'90s, Aronofsky hooked up with the future producer of his films, a fellow Spike Lee fan named Eric Watson. He also met his gifted director of photography there, Matthew Libatique. Their first team effort, a short called Protozoa, starred the 24-year-old Lucy Liu.

After seeing Shinya Tsukamoto's hyperkinetic Tokyo Fist at Sundance in 1996, Aronofsky declared in his journal, "I want to bring cyberpunk to America." A year later, the director and his Brooklyn posse launched Protozoa Pictures to make π.

Financed with $100 loans from friends, catered by Aronofsky's mother, and promoted with a graffiti campaign, π was guerrilla filmmaking with mystical ambitions. Max Cohen, a migraine-afflicted mathematician, builds a computer to scan for hidden patterns in the stock market and ends up shadowed by a Hasidic conspiracy. Extracting maximum visual impact from a minuscule budget, Aronofsky and Libatique modified cameras with heat lamps and drills, shooting the film on high-contrast reversal stock that turned every surface into a jagged edge – a perfect visual metaphor for Max's migraines and pervasive paranoia. "This film was constructed entirely out of its limitations," Aronofsky bragged at the time.

He vowed to pay everyone back by slaving at Kinko's if π flopped. Instead, its breakout at Sundance was every director's dream. When Artisan Entertainment picked up the film for distribution, a Variety headline blared, "π = $1,000,000."

AS ARONOFSKY STOOD ON THE THRESHOLD OF SUCCESS, his mother and father were both diagnosed with cancer just weeks apart. "I was turning 30 and dealing with mortality for the first time in my life," he recalls.

The themes of The Fountain began to emerge. Handel immersed himself in books on astronomy, concepts of the afterlife, and the etiology of brain cancer; his former research career at NYU inspired Tom's quest for Izzi's immortality. Conquistadors came into the mix when Aronofsky read The Conquest of New Spain, Bernal Díaz del Castillo's bloody 16th-century account of his days in Cortés' army. On New Year's Eve, 1999, Aronofsky and his friends built a sweat lodge in a Mexican fishing village called Puerto Morelos to celebrate the end of the millennium. "The Mayan story in the film really came alive on that trip," the director says. At 2 am, a crimson moon rose out of the ocean "like a devil's horns soaked in blood. It was a heavy omen."

At that point though, everything seemed to be going his way. Riding the Requiem buzz, Aronofsky was tapped by Warner Bros. to reinvent the Batman franchise, and he quickly started pushing to get the studio interested in The Fountain as well. Producer Eric Watson recalls, "We came in and said, 'Batman is great, but we have this other script …'" Batman eventually fell through. Aronofsky's gritty take on the caped crusader – battling switchblade-toting pimps in what the script describes as "an almost ORGASMIC release of RAW PENT UP violence" – would have earned an R rating, and Warner Bros. balked. By then, however, The Fountain was already under way.

Aronofsky and his crew flew to Central America to consult with legendary Mayan experts like Moises Morales Marquez, who has guided scholars through the ruins of Palenque for half a century. They made a pilgrimage to the Guatemala location used by George Lucas for the rebel-base scene in the original Star Wars film, high in the crumbling temples of Tikal.

"To convince Warner Bros. to give us the big budget to make this very experimental film, we knew we needed real stars," Handel says. The director sent an early copy of the script to Brad Pitt, who was already an Aronofsky fan. Fifty pages into the script, the actor phoned Aronofsky in tears; the director told him to finish and call back. In June 2001, the press announced that Warner Bros. had "fast-tracked" Aronofsky's new film, with Pitt and Cate Blanchett as the A-list leads.